Flowserve (FLS) awards performance rights and RSUs to Chief HR Officer

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Boukalik Brian reported acquisition or exercise transactions in this Form 4 filing.

Flowserve Corporation’s Chief Human Resources Officer, Brian Boukalik, received new long-term equity awards. On February 12, 2026, he was granted 5,069 performance rights and 5,069 restricted stock units, each at a price of $0 per unit.

The performance rights can vest between 0% and 200% of the target amount over a three-year period from January 1, 2026 to December 31, 2028, based on Flowserve’s return on invested capital and average annual earnings-per-share growth, with a 15% modifier tied to relative total shareholder return versus the S&P 500 Industrial Index. The restricted stock units vest in three equal annual installments on each anniversary of March 1, 2026 and deliver one share of common stock plus accrued dividends for each unit at settlement.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Boukalik Brian

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Rights	5,069	$0.00	--
Grant/Award	Restricted Stock Units	5,069	$0.00	--

Holdings After Transaction: Performance Rights — 14,055 shares (Direct); Restricted Stock Units — 14,156 shares (Direct)

Footnotes (1)

Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% and are based on two factors during a three-year performance cycle beginning on January 1, 2026 and ending on December 31, 2028 which are: 1) the issuer's return on invested capital ("ROIC") measured against the issuer's target ROIC for each calendar year during the performance period; and 2) the issuer's average annual earnings per share growth over each calendar year during the performance period. The performance rights are also subject to a 15% payout modifier (positive or negative) based on the issuer's relative total shareholder return ("TSR") in comparison to the TSR of companies that comprise the S&P 500 Industrial Index for the entire performance period, as of January 1, 2026. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock. Each restricted stock unit represents the right to receive, at settlement, one share of common stock (plus dividends accrued on the underlying shares) and are granted to the reporting person pursuant to the issuer's long-term incentive compensation plan for employees. The shares vest ratably over a three-year period on each annual anniversary of March 1, 2026.

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Form 4 Insider Transactions: What Each Field Means →

02/17/2026 - 04:37 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Boukalik Brian

(Last)

(First)

(Middle)

5215 N. O'CONNOR BLVD.

SUITE 700

(Street)

IRVING

75039

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FLOWSERVE CORP [ FLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Rights	⁽¹⁾	02/12/2026		A		5,069		⁽¹⁾	⁽¹⁾	Common Stock	5,069	$0	14,055	D
Restricted Stock Units	⁽²⁾	02/12/2026		A		5,069		⁽²⁾	⁽²⁾	Common Stock	5,069	$0	14,156	D

Explanation of Responses:

1. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% and are based on two factors during a three-year performance cycle beginning on January 1, 2026 and ending on December 31, 2028 which are: 1) the issuer's return on invested capital ("ROIC") measured against the issuer's target ROIC for each calendar year during the performance period; and 2) the issuer's average annual earnings per share growth over each calendar year during the performance period. The performance rights are also subject to a 15% payout modifier (positive or negative) based on the issuer's relative total shareholder return ("TSR") in comparison to the TSR of companies that comprise the S&P 500 Industrial Index for the entire performance period, as of January 1, 2026. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.

2. Each restricted stock unit represents the right to receive, at settlement, one share of common stock (plus dividends accrued on the underlying shares) and are granted to the reporting person pursuant to the issuer's long-term incentive compensation plan for employees. The shares vest ratably over a three-year period on each annual anniversary of March 1, 2026.

Remarks:

	/s/ Shakeeb U. Mir, attorney in fact	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider equity awards did Flowserve (FLS) grant to Brian Boukalik?

Flowserve granted Brian Boukalik 5,069 performance rights and 5,069 restricted stock units on February 12, 2026, at $0 per unit. These derivative awards form part of his long-term incentive compensation and can eventually settle in shares of common stock, subject to vesting conditions.

How do the new Flowserve (FLS) performance rights for Brian Boukalik vest?

Each performance right can vest into one Flowserve common share after a three-year performance cycle from January 1, 2026 to December 31, 2028. Vesting ranges from 0% to 200% of target, based on return on invested capital and average annual earnings-per-share growth, plus a 15% TSR modifier.

What is the role of total shareholder return in Flowserve (FLS) performance rights?

The performance rights include a 15% payout modifier based on Flowserve’s relative total shareholder return versus S&P 500 Industrial Index companies. This modifier, positive or negative, applies over the full performance period beginning January 1, 2026, and can increase or decrease the final payout percentage.

How do Brian Boukalik’s restricted stock units in Flowserve (FLS) vest?

The 5,069 restricted stock units vest ratably over three years, on each annual anniversary of March 1, 2026. Each vested unit delivers one share of Flowserve common stock plus dividends accrued on the underlying shares, aligning compensation with the company’s long-term performance and shareholder returns.

Can Flowserve (FLS) settle the performance rights in cash instead of stock?

Yes, the company may settle performance rights in either cash or Flowserve common stock at its discretion. Each vested right corresponds to one share equivalent, and the actual payout depends on performance against ROIC and EPS goals and the 15% total shareholder return modifier.

Are the new Flowserve (FLS) awards to Brian Boukalik open-market purchases?

No, these are grants under Flowserve’s long-term incentive compensation plan, not open-market share purchases. Both the performance rights and restricted stock units were awarded at a transaction price of $0 per unit as part of his executive compensation package.